Philips 2004 Annual Report Download - page 23

who joined the Supervisory Board in 1993, and has been Chairman
since 1999, will not be eligible for re-election. We wish to express
our sincere appreciation for the way Mr van Wachem has guided
the Supervisory Board as its Chairman through the last six years
and his many important contributions to the Company during his
twelve-year term as a member of our Board. We wish him well for
the future. The Supervisory Board has appointed Mr de Kleuver as
its Chairman as from the closing of the 2005 Annual General
Meeting of Shareholders.
The Board very much welcomes the fact that Mr Schweitzer, who
has brought valuable experience and knowledge of various aspects
of international business, including manufacturing and economics,
to our Board since his first appointment in 1997, is available for
re-appointment, and we, in agreement with the Meeting of Priority
Shareholders, shall make a proposal at the 2005 General Meeting
of Shareholders to re-appoint Mr Schweitzer.
We will also make a proposal at the 2005 Annual General Meeting
of Shareholders to appoint Mr Wong Ngit Liong as from April 1,
2005 and Mr James J. Schiro as from October 1, 2005 as members
of the Supervisory Board. Mr Wong (1941, Singapore) is the
Chairman and CEO of Venture Corporation Ltd and its group of
companies. Prior to setting up the Venture Corporation Group,
Mr Wong spent more than twelve years with Hewlett-Packard
Company, holding various management positions in the US,
Singapore and Malaysia. He also serves on the boards of various
listed and private companies including DBS Bank Ltd and DBS
Group Holdings Ltd, SIA Engineering Company Ltd, and
International Enterprise Singapore.
Mr Schiro (1946, USA) is CEO of Zurich Financial Services (since
May 2002). He joined Zurich after a long career with
PricewaterhouseCoopers. In 1995 he was elected CEO of Price
Waterhouse, and in 1998 he led the merger of Price Waterhouse
and Coopers & Lybrand. Mr Schiro is active in a number of
professional, international and civic organizations in Switzerland
and the United States. These activities include: member of the
Board of Directors of PepsiCo, Vice-Chairman of the
Swiss-American Chamber of Commerce, member of the
International Business Council of the World Economic Forum and
member of the European Financial Services Roundtable and the
Financial Services Roundtable (US).
The remuneration of the members of the Supervisory Board is
determined by the General Meeting of Shareholders. In
accordance with the articles of association, the Supervisory Board
has determined the additional remuneration for its Chairman and
the members of its committees. Since 1998 the remuneration has
been EUR 40,840 per year for members of the Supervisory Board
and EUR 74,874 for the Chairman. For each committee
membership the remuneration is EUR 4,538 per year; details are
disclosed on pages 163 to 164 of this Annual Report. A proposal
shall be made to the 2005 General Meeting of Shareholders to
slightly adjust the fee structure for the chairman and members of
the Supervisory Board and its committees.
Report of the Corporate Governance and
Nomination & Selection Committee
The Corporate Governance and Nomination & Selection
Committee consists of the Chairman and Vice-Chairman of the
Supervisory Board. In line with the New York Stock Exchange
listing rules and other developments in the field of corporate
governance, the Committee reviews the corporate governance
principles applicable to the Company at least once a year, and
advises the Supervisory Board on any changes to these principles
as it deems appropriate. In 2004, the Committee discussed several
times the further steps the Company could take to improve its
corporate governance and the way the Dutch Corporate
Governance Code could be implemented. A full description of the
Company’s current corporate governance structure is published
on pages 195 to 208 of this Annual Report. In accordance with its
charter, the Corporate Governance and Nomination & Selection
Committee consulted in 2004 with the President/CEO and other
members of the Board of Management on the appointment or
re-appointment of candidates for Supervisory Board membership
and candidates to fill current and future vacancies on the Board of
Management and the Group Management Committee, prepared
decisions and advised the Supervisory Board on the candidates for
appointment and supervised the policy of the Board of
Management on the selection criteria and appointment procedures
for Philips Senior Management.
As of May 1, 2005, Mr Kleisterlee’s four-year term as
President/CEO and member of the Board of Management will end.
We are grateful that he has made himself available for another
term, and thus the Supervisory Board, in agreement with the
Meeting of Priority Shareholders, will propose at the General
Meeting of Shareholders to re-appoint Mr Kleisterlee as
President/CEO and a member of the Board of Management of the
Company.
As of the same date, Mr Hommen, Vice-Chairman of the Board of
Management and CFO, will retire. During his eight years with the
Company, Mr Hommen has played a crucial role in building the
confidence of our shareholders and the financial community. He
successfully accomplished major assignments and we are grateful
for the outstanding manner in which he served the Company.
The Supervisory Board, in accordance with the Articles of
Association, will propose at the 2005 Annual General Meeting of
Shareholders to appoint Mr Pierre-Jean Sivignon as a member of
22 Philips Annual Report 2004
Supervisory Board Report